Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 4819
Date of sending by postal mail: May 31, 2024
Start date of measures for electronic provision: May 29, 2024
To Our Shareholders:
Kaoru Hayashi, Representative Director

Digital Garage, Inc.
3-5-7 Ebisu Minami, Shibuya-ku, Tokyo

Notice of the 29th Ordinary Shareholders’ General Meeting
We are pleased to announce the 29th Ordinary Shareholders’ General Meeting of Digital Garage, Inc. (the“Company”), which will be held as indicated below.
When convening this shareholders’ general meeting, the Company takes measures for providing
information that constitutes the content of reference documents for the shareholders’ general meeting, etc.
(items for which measures for providing information in electronic format will be taken) in electronic format.
This information is posted on each of the following websites, so please access either of those websites toconfirm the information.
With respect to this notice, the paper-based documents to be delivered to shareholders who have made arequest for delivery of such documents in accordance with the provisions of laws and regulations and the
Articles of Incorporation of the Company will be sent to all shareholders.
The Company’s website:
https://ir.garage.co.jp/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/4819/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the website by using the Internet address shown above, enter “Digital Garage” in “Issue name(company name)” or enter “4819” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.”)If you are unable to attend the meeting in person, you may exercise your voting rights in writing or
via the Internet. Please review the Reference Documents for the Shareholders’ General Meeting andexercise your voting rights no later than 6:30 p.m. on Thursday, June 20, 2024 (JST).

11. Date and Time:

Friday, June 21, 2024, at 10:00 a.m. (Reception starts at 9:30 a.m.)

2. Venue:

The Westin Tokyo (Galaxy Room, B2F)
1-4-1, Mita, Meguro-ku, Tokyo (inside Yebisu Garden Place)

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 29th
fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee
2. The Non-consolidated Financial Statements for the 29th fiscal year (from April
1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Election of Nine (9) Directors who are not Audit and Supervisory Committee
Members
Proposal No. 3: Election of Four (4) Directors who are Audit and Supervisory Committee
Members

When you attend the meeting, you are kindly requested to present the voting card at the reception.

Information on measures for providing information in electronic format
 Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations
and Article 16 of the Articles of Incorporation of the Company, “Notes to Consolidated Financial Statements” and “Notes
to Non-consolidated Financial Statements” are not provided in this notice.



If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on the websites stated on page 1.

2

Reference Documents for the Shareholders’ General Meeting
Proposals and Reference Information
Proposal No. 1: Dividends of Surplus
The Company views shareholder returns as one of its principal management priorities. Under our Mediumterm Plan, which began in the fiscal year ended March 31, 2024, our basic policy for ordinary dividends is
to pay a “progressive dividend” by continuously increasing dividends, using cash flow generated frombusinesses that are expected to achieve stable profit growth as the source. The actual dividend amount will
be determined in consideration of the Company’s financial condition and future funding needs, among others.
Based on the dividend policy, the Company proposes to pay dividends of surplus (year-end dividends) for
the 29th fiscal year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property and aggregate amount ¥40 per common share of the Company
thereof:¥1,895,189,160 in total
Effective date of dividends of surplus:

Monday, June 24, 2024

3

Proposal No. 2: Election of Nine (9) Directors who are not Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all nine (9) Directors who are not Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect nine (9) Directors who are not Audit and Supervisory Committee Members.
It is the policy of the Company to select suitable people who have outstanding personalities and insight inaddition to the knowledge to execute the business of the Company accurately, fairly and efficiently and theirexperience in business that will contribute to the Company’s business as candidates for Directors (excluding
Audit and Supervisory Committee Members and Outside Directors). In addition, it is the policy of theCompany to select suitable people who have outstanding personalities and insight, and are able to provide
advice regarding overall management based on their own knowledge and experience, as well as appropriately
represent the views of minority shareholders and other stakeholders at the Board of Directors from an
independent standpoint as Outside Directors who are not Audit and Supervisory Committee Members.
The medium-term management plan that is running through to the period ending March 31, 2028 promotes
the development of businesses linked to payments, such as in the DX / FinTech field, as well as non-linear
businesses such as the crypto asset field, based on our comprehensive payment platform that is forecast tosee stable business expansion, and has the objective of increasing the corporate value of the entire Groupthrough growth in profit by multi-layered revenue and strengthened competitive advantage. Given the recent
rapid technological developments that are transforming the business models in each of its businesses, theBoard of Directors of the Company believes it is essential to have directors with more advanced and diverse
expertise on its Board.
Based on these policies and the business environment, the President Executive Officer proposed candidates
and reports were received from the Nomination and Remuneration Advisory Committee, over half of whose
members were independent Outside Directors, regarding whether the candidates were appropriate. After this,the candidates were approved by the Board of Directors. The Audit and Supervisory Committee of theCompany has determined all of the candidates for Director in this Proposal to be appropriate.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:

4

No.

Name

1

Kaoru Hayashi

Reelection

Representative Director, President Executive Officer andGroup CEO2

Keizo Odori

Reelection

Director, Vice President Executive Officer and Group COO

3Masahito Okuma

Reelection

Director, Senior Managing Executive Officer and CSO

4

Joichi Ito

Reelection

Director, Senior Managing Executive Officer and Chief
Architect5

Hiroshi Shino

Reelection

Director, Senior Executive Officer

6

Hiromi Ozaki(Nickname: Sputniko!)

Reelection
OutsideIndependent

Outside Director

7

Mitsushi Nishida

New election
Outside-8

Hironobu Moriyama

New election
OutsideIndependent-

Masako Ikeda

New election
OutsideIndependent-

9

Present position in the Company

5Candidate
No.

Name (Date of birth)

Kaoru Hayashi(December 26, 1959)
Number of the Company’s
Shares Owned:
5,764,100 shares
1
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1983

Representative Director, From Garage, Inc.

Aug. 1995

Founded the Company
Representative Director, the Company

Dec. 1996

Representative Director, K Garage, Inc. (now Representative
Partner, K Garage, G.K.) (current position)

June 2003

Chairman and Director, Kakaku.com, Inc. (current position)

Nov. 2004

Representative Director, President and Group CEO, theCompany

Oct. 2013

Director and Chairman, ECONTEXT, INC. (current position)

June 2016

Representative Director, K.G.3 K.K. (now HAYASHICAPITAL, Inc.) (current position)

July 2016

Director Chairman & CEO, Digital Garage US, Inc. (current
position)

July 2016

Director, DG Daiwa Ventures, Inc. (current position)

Sept. 2016

Representative Director, Chairman and CEO, BI. Garage, Inc.
(current position)

Sept. 2016

Representative Director, President Executive Officer andGroup CEO, the Company (current position)

May 2017

Representative Director, Chairman and CEO, DG Ventures,Inc. (current position)

Sept. 2018

Director, Crypto Garage, Inc. (current position)

June 2021

Representative Director, Chairman and CEO, DG Financial
Technology, Inc. (current position)

June 2021

Representative Director, Chairman and President, DG
Incubation, Inc. (current position)

Reason for the nomination as candidate for Director
Having paid particular attention to the potential of the Internet service in Japan from its predawn era, Kaoru
Hayashi, as founding business manager of the Company, has consistently created new Internet businesses since
founding the Company in 1995. In addition, he has driven the Group business management and contributed tothe improvement of corporate value, leveraging his wealth of insights about overall Internet business, including
the payment business as well as the investment and incubation business. The Company therefore expects him
to continue appropriately overseeing business operation of the Group as well as to formulate and to drive its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

6

Candidate
No.

Name (Date of birth)

Keizo Odori(May 10, 1970)
Number of the Company’s
Shares Owned:
22,900 shares
2
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 2000

Joined Faith, Inc.

June 2005

Director, Faith, Inc.

Sept. 2010

Director, the Company

Apr. 2012

Director, VeriTrans Inc. (now DG Financial Technology, Inc.)

Sept. 2012

Director and in charge of the Payment Segment (now the
Financial Technology Segment), the Company

Oct. 2013

Representative Director and President, ECONTEXT, INC.
(current position)

June 2017

Representative Director and President, DK Gate, Inc. (current
position)

Oct. 2018

Director, Senior Executive Officer, in charge of the Financial
Technology Segment and the Marketing Technology Segment,
the Company

Jan. 2019

Director, TD Payment Corporation (current position)

Apr. 2020

Director, Senior Managing Executive Officer, in charge of theMarketing Technology Segment and the Long-Term Incubation
Segment, the Company

June 2020

Director, Crypto Garage, Inc. (current position)

June 2021

Director, NaviPlus Co., Ltd.

June 2021

Representative Director, President and Co-COO, DG Financial
Technology, Inc. (current position)

June 2022

Director, DG Ventures, Inc. (current position)

Dec. 2022

Director, Vice President Executive Officer and Group COO incharge of the Corporate Division, Group CEO Division,
Incubation Division and the Long-Term Incubation Segment,
the Company

June 2023

Director, Vice President Executive Officer and Group COO,
supervising FinTech Shift Promotion, in charge of the
Corporate Division, the Company (current position)

Apr. 2024

Director, Resona Kessai Service Co.,Ltd. (current position)

Reason for the nomination as candidate for Director
Since joining the Company after having gained experience as an executive at Internet-related listed companies,
Keizo Odori has been involved in the payments business, has served as manager of each business segment anddirector of Group companies, and has spearheaded the growth of the Group’s business. In addition, he has
contributed to the business growth by managing the operation and implementing reorganization, by reflecting
his wealth of experience over many years in operational management. The Company therefore expects him tocontinue appropriately overseeing business operation of the Company and driving its medium- to long-term
growth strategy, and nominated him as a candidate for Director.

7

Candidate
No.

Name (Date of birth)

Masahito Okuma(October 24, 1975)
Number of the Company’s
Shares Owned:
3,500 shares
3

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1999

Joined Mitsubishi Corporation

Mar. 2011

Joined FAST RETAILING CO., LTD.

Dec. 2015

Vice President, UNIQLO USA LLC

Nov. 2016

Joined the Company

Apr. 2017

Corporate Officer and COO of DG Lab, the Company

May 2017

Director, DG Ventures, Inc.

Dec. 2017

Director COO, Digital Garage US, Inc. (current position)

June 2018

Director, Senior Executive Officer, COO of DG Lab, Head ofGroup CEO Division, and Head of Business Innovation
Department, Group CEO Division, the Company

Apr. 2019

Representative Director and CEO, Crypto Garage, Inc. (current
position)

June 2019

Representative Director, DG Daiwa Ventures, Inc. (current
position)

Apr. 2021

Director, Vice President and COO, DG Ventures, Inc. (current
position)

June 2021

Director, DG Financial Technology, Inc. (current position)

June 2021

Director, Vice President and COO, DG Incubation, Inc.
(current position)

June 2021

Director, Managing Executive Officer in charge of the
Incubation Technology Segment and DG Lab, in charge ofStrategic Business and Global Business, Co-Head of GroupCEO Division, Head of Digital Health Department, theCompany

Dec. 2022

Director, Senior Managing Executive Officer and CSO in
charge of the Group CEO Division, Incubation Division andthe Incubation Technology Segment, in charge of FinTech
Shift Strategy and Global Business

Reelection

June 2023

Director, DG Ventures US, Inc. (current position)

June 2023

Director, Senior Managing Executive Officer, CSO, in chargeof the Global Investment Incubation Segment, and Long-Term
Incubation Segment, the Company (current position)

July 2023

Representative Director, DG Daiwa Ventures, Inc. No. 3(current position)

Reason for the nomination as candidate for Director
Since joining the Company after having gained experience at a major general trading company and a major
apparel manufacturer, Masahito Okuma has utilized his broad experience in new business development and theinvestment business, and has overseen the research and development organization as well as the investment
business. In addition, having led the Company’s new business development, and having guided venture
investment and global alliances, the Company has determined that he will contribute to the improvement ofcorporate value over the medium- to long-term, through his continued appropriate supervision of the Company’s
operations, as well as his promotion of the development of next generation business and global expansion, andhas nominated him as a candidate for Director.

8

Candidate
No.

Name (Date of birth)

Joichi Ito(June 19, 1966)
Number of the Company’s
Shares Owned:
24,400 shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1994

Representative Director, Ecosys Ltd.

Aug. 1995

Founded the Company
Representative Director, the Company

June 1999

Director, the Company

June 1999

Representative Director and Chairman, Infoseek Corporation

Dec. 1999

Representative Director and President, Neoteny Co., Ltd.

Nov. 2005

Director, Mozilla Japan, a Middle-natured Corporation with
the Limited Liability

Aug. 2006

Director, BI. Garage, Inc.

Sept. 2006

Director, the Company

Apr. 2011

Director, Massachusetts Institute of Technology (MIT) MediaLab

July 2011

Director, Digital Garage US, Inc.

4

June 2012

Board Member, The New York Times Company

Reelection

June 2013

Director, Sony Corporation (now Sony Group Corporation)

Nov. 2021

Director, the Center for Radical Transformation, Chiba
Institute of Technology (current position)

Feb. 2022

Director, Senior Managing Executive Officer and Chief
Architect, in charge of Digital Architect Design, the Company(current position)

July 2023

University President, Chiba Institute of Technology (current
position)

Reason for the nomination as candidate for Director
Joichi Ito has led the spread of the Internet in Japan itself, has created numerous Internet-based businesses,
including the co-founding of the Company, and in addition, has led the invention and implementation in societyof advanced technology in partnership with academia and the government. He has also contributed to businessexpansion of the Group by leveraging his broad experience in Internet company management and venture
investment over many years. The Company therefore expects him to continue appropriately overseeing business
operation of the Company and driving its medium- to long-term growth strategy, which will require the use ofnext-generation technology, and nominated him as a candidate for Director.

9Candidate
No.

Name (Date of birth)

Hiroshi Shino(July 24, 1976)
Number of the Company’s
Shares Owned:
5,800 shares
5
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 2000

Joined Softbank Finance Corporation

Nov. 2011

Director and Executive Officer, VeriTrans Inc. (now DG
Financial Technology, Inc.)

Apr. 2013

Representative Director, Executive Officer and CEO, NaviPlus
Co., Ltd.

Oct. 2013

Director, Executive Officer and COO, VeriTrans Inc. (now DG
Financial Technology, Inc.)

July 2015

Corporate Officer, the Company

Sept. 2015

Director, ECONTEXT, INC. (current position)

Sept. 2015

Representative Director, Executive Officer and President,
VeriTrans Inc. (now DG Financial Technology, Inc.)

Oct. 2018

Director, SCORE.Co., Ltd. (current position)

Jan. 2019

Director, TD Payment Corporation (current position)

June 2020

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, the Company

June 2021

Director, ANA Digital Gate, Inc. (current position)

June 2021

Representative Director, President and Co-COO, Executive
Officer and SEVP, DG Financial Technology, Inc. (current
position)Aug. 2021

Director, Vizitech Solutions Private Limited (now DG
FutureTech India Private Limited) (current position)

June 2022

Representative Director and CEO, NaviPlus Co., Ltd.

June 2023

Director, Senior Executive Officer, supervising the Platform
Solutions Segment, in charge of FinTech Shift Business
Promotion, the Company (current position)

Dec. 2023

Director, DG Commerce Inc. (current position)

Reason for the nomination as candidate for Director
Hiroshi Shino has been engaged in the founding of Japan’s payment and FinTech business from its predawn eraof cashless payments. Since joining the Group, he has driven the growth of our main businesses as
Representative Director of VeriTrans Inc. (now DG Financial Technology, Inc.) which mainly operates apayment business, and Director of ECONTEXT, INC. The Company therefore believes that he will continuously
contribute to the appropriate supervision of its business operations, promoting the growth strategy of the Group
based on FinTech and improving value of the Company over the medium- to long-term. Accordingly, theCompany nominated him as a candidate for Director.

Hiromi Ozaki(Nickname: Sputniko!)(July 1, 1985)

6
Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Sept. 2013

Assistant Professor of Media Lab, Massachusetts Institute ofTechnology (MIT)Apr. 2017

Young Global Leader, World Economic Forum

Oct. 2017

Project Associate Professor of RCA-IIS Design Lab, Instituteof Industrial Science, the University of Tokyo

Apr. 2019

TED fellow

Apr. 2019

Global Future Council, World Economic Forum

Apr. 2019

Associate Professor of Department of Design, Faculty of Fine
Arts, Tokyo University of The Arts (current position)

July 2020

President and CEO, Cradle Inc. (current position)

June 2021

Partner, Swan Song Inc. (current position)

June 2022

Outside Director, the Company (current position)

Reason for the nomination as candidate for Outside Director and summary of her expected role
Hiromi Ozaki (Nickname: Sputniko!) has deep expertise and experience in art, design, and technology, among
other areas. Deeming that she can provide valuable opinions and suggestions from her expert perspectives
concerning in particular the web3 movement as well as diversity, equity & inclusion, and that she can be
expected to continue contributing to appropriate oversight of business operation of the Company and ensuring
its sound business management through the promotion of the sustainable management of the Company, theCompany nominated her as a candidate for Outside Director who is not an Audit and Supervisory Committee
Member.

10

Candidate
No.

Name (Date of birth)

Mitsushi Nishida(September 29, 1951)

7
New election
OutsideNumber of the Company’s
Shares Owned:- shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1977

Joined Toyo Information Systems Co., Ltd. (now TIS Inc.)

June 2001

Director, Toyo Information Systems Co., Ltd.

Apr. 2008

Representative Director and President, Qualica Inc.

Apr. 2013

Representative Director and Vice President, TIS Inc.

Sept. 2016

Director, DG Technologies, Inc. (now DG Strategic
Investment, Inc.) (Non-executive Director)

Sept. 2018

Representative Director and President, W&Bay Consulting(current position)

Oct. 2018

Adviser, the Company

June 2020

Outside Director, ECOMIC CO.,LTD (current position)

Sept. 2020

Outside Director, Global Communication Planning Co., Ltd.
(current position)

Dec. 2021

Outside Director, Internetworking & Broadband Consulting
Co., Ltd. (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Mitsushi Nishida has experience working on payment-related development projects at a major listed company
that develops systems for financial services and payments, and also has many years of experience in businessdevelopment and management, and the Company therefore expects him to provide appropriate strategic advice
and management supervision in promoting the Company’s FinTech business, and nominated him as a candidate
for Outside Director who is not an Audit and Supervisory Committee Member.

Hironobu Moriyama(January 27, 1974)

8
New election
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Apr. 1999

Joined Goldman Sachs Securities Co., Ltd.

July 2000

Interest Rate Trading Department, FICC Division, Goldman
Sachs Securities Co., Ltd.

Nov. 2009Managing Director, FICC Division, Goldman Sachs Securities
Co., Ltd.

Oct. 2014

Head, Interest Rate Trading Department, Securities Division,
Goldman Sachs Securities Japan Co., Ltd.

July 2020

Non-executive Director, CI Partners (current position)

Aug. 2020

Representative Director, identity academy (current position)

Aug. 2020

Representative, Future Identity

Dec. 2022

Representative Director, Future Identity (current position)

Dec. 2023

Outside Director, X Capital Co., Ltd. (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Hironobu Moriyama has a wealth of experience and knowledge in corporate management and the financial
services domain, and is particularly well versed in global investment banking business, and has in-depth
knowledge of Japanese startups, and the Company therefore expects him to provide appropriate strategic advice
and management supervision in promoting the Company’s FinTech business, and nominated him as a candidate
for Outside Director who is not an Audit and Supervisory Committee Member.

11

Candidate
No.

Name (Date of birth)

Masako Ikeda(October 2, 1977)

9
New election
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Dec. 2008

Admitted to practice law in Japan

Mar. 2010

Staff Attorney, Office for Legal Education, Japan Federation of
Bar Associations (JFBA)

Apr. 2013

Visiting Researcher, Institute of Clinical Legal Education,
Waseda University (current position)

Aug. 2015

Special Staff Attorney to the Secretary General, Japan
Federation of Bar Associations (JFBA)

Dec. 2015

Partner, Kuwahara & Ikeda Law Office (current position)

Feb. 2016

Staff Attorney, Research Office for Judicial Systems, Japan
Federation of Bar Associations (JFBA)

Apr. 2019

Committee Member, Human Rights Protection Committee,
Tokyo Bar Association (current position)

Apr. 2020

Conciliator, Tokyo Family Court

Apr. 2020

Judicial Commissioner, Tokyo Summary Court (current
position)

Reason for the nomination as candidate for Outside Director and summary of her expected role
Although Masako Ikeda has not been involved in corporate management in the past, she has specialist
knowledge and a wealth of experience in law as an attorney. Deeming that she will be able to contribute to theappropriate oversight and the ensuring of sound business management from both general management and legal
perspectives for the Company, in a business environment where the move to DX and digitalization areprogressing in each industry, and where related legislation is being formulated in parallel to this, the Company
nominated her as a candidate for Outside Director who is not an Audit and Supervisory Committee Member.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director, Chairman and
CEO of BI. Garage, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith BI. Garage, Inc. concerning (i) outsourcing service for administrative work of BI. Garage, Inc., (ii)
office leasing, (iii) secondment of the Company’s employees to BI. Garage, Inc., (iv) business
transactions.
*2 Candidate for Director Keizo Odori serves concurrently as Representative Director and President of DK
Gate, Inc., which is a subsidiary of the Company. The Company has a business relationship with DK
Gate, Inc. concerning (i) outsourcing service for administrative work of DK Gate, Inc., (ii) secondmentof the Company’s employees to DK Gate, Inc.
*3 Candidate for Director Masahito Okuma serves concurrently as Representative Director and CEO of
Crypto Garage, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith Crypto Garage, Inc. concerning (i) outsourcing service for administrative work of Crypto Garage,
Inc., (ii) office leasing, (iii) secondment of the Company’s employees to Crypto Garage, Inc., and (iv)business transactions.
Masahito Okuma also serves concurrently as Representative Director of DG Daiwa Ventures, Inc., which
is an equity-method affiliate of the Company. The Company has a business relationship with DG Daiwa
Ventures, Inc. concerning (i) outsourcing service for administrative work of DG Daiwa Ventures, Inc.,(ii) office leasing, (iii) secondment of the Company’s employees to DG Daiwa Ventures, Inc.
Masahito Okuma also serves concurrently as Representative Director of DG Daiwa Ventures, Inc. No. 3,
which is an equity-method affiliate of the Company. The Company has a business relationship with DG
Daiwa Ventures, Inc. concerning (i) outsourcing service for administrative work of DG Daiwa Ventures,Inc., (ii) office leasing, (iii) secondment of the Company’s employees to DG Daiwa Ventures, Inc.
*4 There is no special interest between any other candidates for Directors and the Company.
*5 Candidate for Director Mitsushi Nishida has previously served as a Director (Non-executive Director) of
DG Technologies Inc. (currently DG Strategic Investment Inc.), a subsidiary of the Company.
*6 Candidate for Director Hiromi Ozaki (Nickname: Sputniko!) is a candidate for Outside Director. At theconclusion of this meeting, her tenure as Outside Director of the Company will have been two years.
*7 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter into
an agreement with Directors (excluding Executive Directors, etc.) to limit their liability for damages to
the Company in an effort to attract competent individuals to the said posts.

12

The Company has entered into the said agreement with Hiromi Ozaki (Nickname: Sputniko!) to limit her
liability for damages. If this Proposal is approved, the Company plans to renew the agreement with her.
If the election of candidates for Director Mitsushi Nishida, Hironobu Moriyama, and Masako Ikeda isapproved, the Company plans to enter into the said agreement with them.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of their duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.
*8 The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company, thereby covering losses and costs
incurred by Directors in cases where they are liable for damages arising from their performance of duties(unless a coverage exclusion in the insurance policy is applied). The full amount of the insurance
premiums of the insureds is borne by the Company. Each of the Director candidates up for reelection isalready an insured under this policy, and if their reelection is approved, each will continue to be an insured.
As for the candidates for new election, if their election is approved, each will be made an insured. The
policy is scheduled for renewal in November 2024.
*9 The Company has designated candidate for Director Hiromi Ozaki (Nickname: Sputniko!) as
independent officer in accordance with the regulations of Tokyo Stock Exchange Inc. and notified therein.
If she is reelected, the Company plans to continue her independent officer designation.
Candidates for Director Hironobu Moriyama and Masako Ikeda satisfy the independent officer
requirements in accordance with the regulations of Tokyo Stock Exchange Inc. and the Company plans
to notify them as independent officers to the said exchange.

13

Proposal No. 3: Election of Four (4) Directors who are Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all four (4) Directors who are Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect four (4) Directors who are Audit and Supervisory Committee Members.
It is the policy of the Company to select suitable people who have outstanding personalities and insight inaddition to the knowledge and experience to audit the execution of duties of Directors accurately, fairly andefficiently as candidates for Directors who are Audit and Supervisory Members. Based on this policy, thePresident Executive Officer proposed candidates, and reports were received from the Nomination andRemuneration Advisory Committee, over half of whose members were independent Outside Directors,
regarding whether the candidate was appropriate. After this, consent was received from the Audit andSupervisory Committee regarding the submission of a proposal for their election at the General Meeting of
Shareholders, and the candidates were approved by the Board of Directors.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name

Present position in the Company

1

Yasuyuki Rokuyata

Reelection

Director, Audit and Supervisory Committee Chairperson

2

Junji Inoue

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee Member

3

Koji Makino

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee Member

Shuma Uchino

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee Member

414Candidate
No.

Name (Date of birth)

Yasuyuki Rokuyata(April 5, 1956)

1
Reelection

Number of the Company’s
Shares Owned:
413,400 shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
July 1994

Director, Studio Garage, Inc.

Dec. 1995

Director, the Company

Mar. 2011

Representative Director and President, DG Ventures, Inc.

July 2011

Director and COO, the Company

Sept. 2012

Director, Vice President and in charge of the Incubation
Segment (now the Incubation Technology Segment), theCompany

July 2013

Director, Digital Garage US, Inc.

Apr. 2017

Director, Vice President Executive Officer, the Company

June 2018

Auditor, BI. Garage, Inc. (current position)

June 2018

Auditor, DG Ventures, Inc. (current position)

June 2018

Auditor, DK Gate, Inc. (current position)

June 2018

Director (Audit and Supervisory Committee Chairperson), theCompany (current position)

July 2018

Auditor, D2 Garage, inc. (current position)

Sept. 2018

Auditor, Crypto Garage, Inc. (current position)

Jan. 2021

Auditor, DG Incubation, Inc. (current position)

July 2023

Audit & Supervisory Board Member, Engagement Gateway,
Inc. (current position)

Reason for the nomination as candidate for Director
Yasuyuki Rokuyata has been active in the business management of the Company since its foundation, and has
been engaged in the overall businesses of the Group, in his capacities as Vice President of the Company anddirectors of the Group companies. The Company therefore expects him to contribute to appropriate oversightof business operation of the Company and ensuring its sound business management by leveraging his extensive
knowledge and experience that includes the continuity and transformation of the Company’s business, andnominated him as a candidate for Director who is an Audit and Supervisory Committee Member.

15

Candidate
No.

Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1974

Joined Mitsubishi Corporation

June 1993

Chief of Palo Alto Office, Mitsubishi International Corporation
President, MC Silicon Valley

Mar. 2000

Senior Vice President and General Manager, eCommerce
Department, iMIC Division, Mitsubishi International
Corporation

Apr. 2003

Executive Officer, Mitsubishi Corporation

June 2003

Representative Director, Executive Officer & President, IT
Frontier Corp.

Mar. 2005

Representative Director and President, IT Frontier Corp

June 2007

Outside Director, eAccess Ltd.

Apr. 2009

Representative Director & Chairman, CEO and CTO, IT
Frontier Corp.

Apr. 2011

Adviser, IT Frontier Corp.

2

Apr. 2012

Adviser, Bewith, Inc.

Reelection
OutsideIndependent

June 2012

Executive Managing Director, Remote Sensing Technology
Center of Japan

Junji Inoue(September 18, 1949)
Number of the Company’s
Shares Owned:- shares

Sept. 2012

Outside Auditor, the Company

July 2016

Adviser, Takasago Thermal Engineering Co., Ltd. (current
position)

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

June 2020

Technical Advisor, Executive Managing Director, Remote
Sensing Technology Center of Japan (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Junji Inoue has a wealth of overseas business experience, experience as CEO and CTO of a global IT company,
experience at an IT company in Silicon Valley, and development experience at a Japanese payment systems
company, and as Outside Auditor and Outside Director who is an Audit and Supervisory Committee Memberof the Company, he has provided us with valuable opinions and suggestions from a global perspective. Deemingthat he can continue to provide oversight and advice concerning the business execution of Directors from his
specialist perspective, and that he can be expected to contribute to appropriate oversight of business operationof the Company and ensure its sound business management, the Company nominated him as a candidate for
Outside Director who is an Audit and Supervisory Committee Member.

16

Candidate
No.

Name (Date of birth)

Koji Makino(October 7, 1966)
Number of the Company’s
Shares Owned:
1,400 shares
3
Reelection
OutsideIndependent

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Oct. 1988

Joined KPMG Minato Audit Firm (now KPMG AZSA LLC)
Tokyo Office

Aug. 1992

Became a Certified Public Accountant

Aug. 1997

Manager, KPMG Melbourne Office

Sept. 2000

Century Ota Showa & Co. (now KPMG AZSA LLC) Tokyo
OfficeSept. 2001

Joined Dan Consulting Co., Ltd.

Oct. 2001

Became a Certified Public Tax Accountant

July 2003

Director, Dan Consulting Co., Ltd.

Jan. 2006

Established and Representative, Makino Koji Certified Public
Accountant Office (current position)

Feb. 2009

Director, BE1 Accounting Office (current position)

Sept. 2012

Outside Auditor, the Company

June 2013

Outside Auditor, Inageya Co., Ltd. (current position)

Dec. 2015

Outside Auditor, Obara Group Inc.

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Dec. 2017

Outside Director, Obara Group Inc. (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Although Koji Makino has not been involved in corporate management other than having served as an outside
officer, he has a wealth of experience and expertise as a certified public accountant and consultant, as well as
experience as an Outside Director of a listed company. In addition, as Outside Auditor and Outside Director
who is an Audit and Supervisory Committee Member of the Company, he has provided us with valuable
opinions and suggestions concerning business management of the Company from an accounting perspective.
Deeming that he can continue to provide oversight and advice concerning the business execution of Directors
from his specialist perspective, and that he can be expected to contribute to appropriate oversight of business
operation of the Company and ensure its sound business management, the Company nominated him as a
candidate for Outside Director who is an Audit and Supervisory Committee Member.

17

Candidate
No.

Name (Date of birth)

Shuma Uchino(June 29, 1954)

4
Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:- shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1978

Joined Mitsubishi Corporation

July 2001

Vice President, Mitsubishi Corporation Financial &Management Services (Japan) Ltd.

May 2002

Group CFO, Metals Group (Concurrently) General Manager,
Metals Group Administration Dept., Mitsubishi Corporation

June 2004

Senior Vice President, MITSUBISHI MOTORSCORPORATION

Apr. 2008

Senior Executive Officer, MITSUBISHI MOTORSCORPORATION

Apr. 2009

Executive Officer, Mitsubishi Corporation

Apr. 2013

Executive Vice President, Chief Financial Officer, Mitsubishi
Corporation

June 2013

Member of the Board, Executive Vice President, Mitsubishi
Corporation

June 2016

Corporate Adviser, Mitsubishi Corporation

June 2018

Senior Audit & Supervisory Board Member (full time),
Mitsubishi Corporation

June 2019

Full-time Audit & Supervisory Board Member, Mitsubishi
Corporation

June 2022

Outside Director, Takasago Thermal Engineering Co., Ltd.
(current position)

June 2022

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

May 2023

Outside Director, CRAFT Co., Ltd. (current position)

Reason for the nomination as candidate for Outside Director and summary of his expected role
Shuma Uchino has extensive experience in corporate management and financial accounting through his career
history that includes serving as CFO at a major listed company. Deeming that he can use that insight to provide
oversight and advice concerning the business execution of Directors from his specialist perspectives pertaining
particularly to management and administration, and that he will continue to contribute to appropriate oversightof business operation of the Company and ensure its sound business management, the Company nominated him
as a candidate for Outside Director who is an Audit and Supervisory Committee Member.

*1 Candidate for Director Junji Inoue is a candidate for Outside Director. He is currently an Outside Director
who is an Audit and Supervisory Committee Member of the Company. At the conclusion of this Ordinary
Shareholders’ General Meeting, he will have been in the post for seven years and nine months. Including
his time as an Outside Auditor, Junji Inoue’s total length of service will amount to eleven years and ninemonths.
*2 Candidate for Director Koji Makino is a candidate for Outside Director. He is currently an Outside
Director who is an Audit and Supervisory Committee Member of the Company. At the conclusion of thisOrdinary Shareholders’ General Meeting, he will have been in the post for seven years and nine months.
Including his time as an Outside Auditor, Koji Makino’s total length of service will amount to elevenyears and nine months.
*3 Candidate for Director Shuma Uchino is a candidate for Outside Director. He is currently an Outside
Director who is an Audit and Supervisory Committee Member of the Company. At the conclusion of thisOrdinary Shareholders’ General Meeting, he will have been in the post for two years.
*4 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter into
an agreement with Directors (excluding Executive Directors, etc.) to limit their liability for damages to
the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Yasuyuki Rokuyata, Junji Inoue, Koji Makino,
and Shuma Uchino to limit their liability for damages. If this Proposal is approved, the Company plansto renew the agreement with them.
The details of the agreement are as follows:18• The Director shall be liable to the Company for damages caused by neglect of their duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.
*5 The Company has entered into a directors and officers liability insurance policy as provided for in Article
430-3, paragraph 1 of the Companies Act with an insurance company, thereby covering losses and costs
incurred by Directors in cases where they are liable for damages arising from their performance of duties(unless a coverage exclusion in the insurance policy is applied). The full amount of the insurance
premiums of the insureds is borne by the Company. Each of the Director candidates is already an insured
under this policy, and if their reelection is approved, each will continue to be an insured. The policy isscheduled for renewal in November 2024.
*6 The Company has designated candidates for Directors Junji Inoue, Koji Makino, and Shuma Uchino as
independent officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified
therein. If they are reelected, the Company plans to continue their independent officer designation.
*7 There is no special interest between any of the candidates and the Company.

19

(Reference) Composition of the Board of Directors
Assuming Proposal No. 2 and Proposal No. 3 are approved without changes, the composition of theCompany’s Board of Directors will be as follows.
Number of People

Outside Director

9

4

3

33.3%

4

3

3

75.0%

13

7

6

46.2%

Director(excluding Audit andSupervisory Committee
Member)Director(Audit and Supervisory
Committee Member)
Total

Independent Officer

Proportion of
Independent Officer

As shown above, six of the 13 members of the Board of Directors will be independent Outside Directors, andthe Company believes this structure will result in highly effective oversight within the Board of Directors.
A skill matrix of the Directors will be as follows:Business
Development Businessfor OurManagement
Business

Global

○

○

○

○

○

○

Director

○

○

○

○

Joichi Ito

Director

○

○

○

○

Hiroshi Shino

Director○

Hiromi Ozaki(Nickname:Sputniko!)

Independent
Outside Director

○

○

○

Mitsushi Nishida

Outside Director○

Hironobu
Moriyama

Independent
Outside Director

Position

Kaoru Hayashi

Representative
Director○

Keizo Odori

Director

Masahito Okuma

Independent
Outside Director
Director(Audit andYasuyuki Rokuyata
Supervisory
Committee
Member)Independent
Outside Director(Audit andJunji Inoue
Supervisory
Committee
Member)Independent
Outside Director(Audit andKoji Makino
Supervisory
Committee
Member)Independent
Outside Director(Audit andShuma Uchino
Supervisory
Committee
Member)○○Finance &Legal &
Accounting Compliance

○
○

○

○

○

○

○

○

○

○

Masako Ikeda*

GovernanceHR,& RiskOrganization
Management & Diversity

FinTech &Payments

Name

○

○
○

○

○

○

○

○

○

○

○

○

○

○

The skill items marked by a circle are not meant to represent the entire expertise and experience of each candidate.

End20